Nathan J. Dowden - 01 Sep 2023 Form 4 Insider Report for Entrada Therapeutics, Inc. (TRDA)

Role
Chief Operating Officer
Signature
/s/ Jared Cohen, as Attorney-in-Fact
Issuer symbol
TRDA
Transactions as of
01 Sep 2023
Net transactions value
-$19,395
Form type
4
Filing time
06 Sep 2023, 17:07:32 UTC
Previous filing
12 Jul 2023
Next filing
05 Mar 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TRDA Common Stock Award $0 +14,200 +40% $0.000000 49,576 01 Sep 2023 Direct F1
transaction TRDA Common Stock Tax liability $6,306 -436 -0.88% $14.46 49,140 05 Sep 2023 Direct F2
transaction TRDA Common Stock Sale $12,263 -913 -1.9% $13.43 48,227 06 Sep 2023 Direct F3, F4
transaction TRDA Common Stock Sale $826 -59 -0.12% $14.01 48,168 06 Sep 2023 Direct F3, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TRDA Stock Option (Right to Buy) Award $0 +21,500 $0.000000 21,500 01 Sep 2023 Common Stock 21,500 $15.41 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Represents a grant of restricted stock units ("RSUs") under the Issuer's 2021 Stock Option and Incentive Plan. Each RSU represents the contingent right to receive one share of the Issuer's common stock. The RSUs shall vest as follows: (i) 25% on September 1, 2024; (ii) 25% on September 1, 2025; (iii) 25% on September 1, 2026 and (iv) the remaining 25% on September 1, 2027, so long as the Reporting Person remains an employee or other service provider of the Issuer through such date.
F2 This sale represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of previously granted RSUs.
F3 The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 20, 2023.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.88 to $13.84, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F5 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.00 to $14.01, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F6 25% of the option shares shall vest and become exercisable on September 1, 2024, with the remaining 75% vesting in thirty-six (36) equal monthly installments thereafter, such that the option shares will be fully vested on September 1, 2027.